Kesko Corporation’s subsidiary Kesko Food Ltd has informed that it supports, on certain conditions, the plan made public by SanomaWSOY today to merge Rautakirja Oyj with SanomaWSOY. If the merger is carried out, the 647,250 shares of Rautakirja Oyj held by Kesko Food Ltd will be replaced by shares of SanomaWSOY. As merger consideration, Kesko Food will receive 5.30 SanomaWSOY’s B shares for each share of Rautakirja’s series A it now holds.
A condition to the notice of acceptance to this merger plan is that the fairness opinion given by the investment bank selected by Rautakirja’s Board of Directors on the shares’ exchange ratio recommends the acceptance of the plan at the General Meeting of Rautakirja and that a decision to accept the plan is made on Extraordinary General Meetings of Rautakirja and SanomaWSOY by 30 September 2002 at the latest.
Kesko Food holds 9.99 percent of Rautakirja’s share capital and 11.87 percent of the voting rights. The exchange ratio of 5.30 will give Kesko Food a total of 3,430,425 SanomaWSOY’s B shares, accounting for 1.9% of SanomaWSOY’s shares and 0.6% of the voting rights. The SanomaWSOY’s B shares to be given in accordance with the merger plan will entitle to full dividend for the year 2002.
Further information: Treasurer Heikki Ala-Seppälä, tel. +358 1053 22528.
Kesko Corporation
Corporate Communications
Atte Kaksonen
Manager
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